iHeartMedia 2010 Annual Report Download - page 97

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The balance of the proceeds is available to CCOI for general corporate purposes. In this regard, all of the remaining proceeds could be
used to pay dividends from CCOI to CCOH. In turn, CCOH could declare a dividend to its shareholders of which Clear Channel
would receive its proportionate share. Payment of such dividends would not be prohibited by the terms of the subsidiary senior notes
or any of the loan agreements or credit facilities of CCOI or CCOH.
R
efinancing Transactions
Clear Channel announced on February 7, 2011 that it intends to offer, subject to market and customary conditions, $750 million in
aggregate principal amount of priority guarantee notes due 2021 (the “Notes”) in a private offering that is exempt from registration
under the Securities Act of 1933, as amended. Clear Channel intends to use the proceeds of the Notes together with cash on hand to
repay $500 million of the indebtedness outstanding under its senior secured credit facilities, to repay at maturity $250 million in
aggregate principal amount of its 6.25% senior notes due 2011, to pay fees and expenses incurred in connection with concurrent
amendments to its senior secured credit facilities and its receivables based credit facility, the receipt of which is a condition to
completion of the offering, and to pay fees and expenses in connection with the offering.
The concurrent amendments to its senior secured credit facilities and its receivables based credit facility would, among other things,
permit Clear Channel to request future extensions of the maturities of its senior secured credit facilities, provide Clear Channel with
greater flexibility in the use of its accordion provisions, provide Clear Channel with greater flexibility to incur new debt, provided that
such new debt is used to pay down senior secured credit facility indebtedness, and provide greater flexibility for Clear Channel’s
indirect subsidiary, CCOH, and its subsidiaries to incur new debt (provided the incurrence of that new debt is otherwise permitted to
be incurred by such subsidiaries).
The Notes and related guarantees will be offered only to “qualified institutional buyers” in reliance on the exemption from
registration pursuant to Rule 144A under the Securities Act and to persons outside of the United States in compliance with Regulation
S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities
laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable
exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This disclosure is for informational purposes only and shall not constitute an offer to sell nor the solicitation of an offer to buy the
Notes or any other securities. The Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or
sale is unlawful. Any offers of the Notes will be made only by means of a private offering circular.
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